Ultimate Arachnos : Spider-Man
by Darridus
Summary: He never asked to be Spider-Man, but fate had other ideas. Now, he can't seem to stop fate's plans for him as it once again rips his world apart. Now, with his happy life in ruins and his sanity slipping, he'll finally take his destiny into his own hands.


"It all comes down to us, doesn't it boy?"

Norman Osborn stood there, in the living room. He was only wearing a bed sheet over himself. He wore it in the manner of a toga, like the ancient Romans wore. But all Peter could think about was how red the sheets were. Osborn didn't look like he was injured at all.

"Fury thought that he could contain me. That my genius could be locked up in a cage. Like an animal." He continued. He stood there, wrapped up in sheets, clean except for the stains of red smeared across their pristine fabric.

"W-wha...what...what have you done? Damn you Norman, what have you done?!" Peter shouted at him. He was so scared. Aunt May had been here, all alone. He had been too busy chasing after Osborn...

Norman seemed to pause for a moment, as if confused. Then lazily looked down to the stains on his makeshift toga, freshly bloodied. "Oh these?" He asked somewhat jovially. A grin began to split his face, and he looked straight into Peter's eyes. "I had some trouble getting your aunt to quiet down. Oh how she begged when I told her what I was going to do to you. She pleaded and threatened...anything to protect her dear, sweet nephew. So I shut her up...permanently. Heh...Let's just say I left you a little surprise in the refrigerator, my boy."

Peter couldn't believe what he was hearing. He didn't want to believe it. Aunt May was hurt? Even...dead? And all because of some stupid fight, with Norman Osborn. There was just no way it could be true...right? Aunt May had always been there for him. Maybe she had left the house early...and Norman was just messing with him. But...the blood... "Aunt May..." he said quietly. He looked past Osborn, into the dark kitchen. None of the lights in the house were on, but the refrigerator door was slightly ajar. The little light was on, and he could just barely make out the congealing pool of crimson liquid on the floor beneath the fridge, oozing out from the inside. "Y-you...You _monster_..."

Norman Osborn just continued grinning at him. "Yes Peter, that's right. I am a monster. And you know what? So are you. I created you...Just like I created me. Well, the _new_ me anyways." As if to punctuate that statement, his eyes started to glow. They were golden like the sun, and seemed to burn like fire. The room began to heat up, even if Peter didn't notice. Norman's muscles bulged, and scales burst from beneath his skin. Patches of green appeared all over him, until they engulfed his form entirely. Horns sprouted from his skull, and his ears became pointed like a knife's edge. His features grew sharper than before, and his teeth took on the appearance of a shark's. When he spoke, it was like his voice had been ground through fiery coals and burnt to cinders. "You see boy...I made you everything that you are. Oz. It was my creation, _mine!_ You were just some insignificant little turd before you waltzed into my laboratory. Now you are my...second greatest creation. You were all that I needed to develop my formula into its pinnacle. Into what _I_ have become. And now, I'll prove it. Prove that I am the final result. I am the apex of the Oz Serum, while you were just a happy accident that allowed me to truly understand the power I could tap into. You showed me all I needed to know. Captain America, The Hulk, both of them only knew how to tap into _human_ potential. But you and I...we're proof that humanity need no longer limit itself with it's own inborn limitations. The sky is the limit for us...My experiment was a thunderous success. Now all I have to do is clean up the mess."

With his piece said, Osborn brought his enormous fists into the air, shattering parts of the ceiling. He was about to bring down the killing blow on Peter, still stunned from the revelation of Aunt May's fate. She had been like a mother to him, for most of his life. He looked at Osborn, who still had an infernal sneer on his now-hideous face. Peter's own visage contorted into rage, and he clenched his fists until he drew blood. His eyes burned with hatred, and he felt like his whole body was on fire.

Osborn was right. Everything had started with that damned formula. Oz. If only he hadn't been in that laboratory, he wouldn't have become what he is today. Everything would still be alright. He wouldn't have stayed out that night Uncle Ben died. Maybe he would've been there to protect him...or at least be there to die in his place. And Aunt May...If only he had never put on that stupid costume, fought all of those idiots. Maybe Osborn wouldn't have ever known about him. Maybe she wouldn't be dead. Stuffed in a fridge by his goddamned _archenemy_...

"Osborn!" He screamed at the top of his lungs. His balled fists raised up to match Osborn's, about to hammer down and crush Peter like a bug. Peter stood his ground. Another time, he might have run away, or tried to dodge away. But now, all he only saw red. "Damn you, Osborn! I'm gonna kill you for this!" Peter jumped onto the ceiling above him, right as Osborn swung down with all of his might. The floor gave way beneath his fists, and caved in. For a mere moment, Osborn's fists were stuck in the ruins of the floor. It was all the opportunity Peter needed. Using his superhuman agility, he jumped atop Osborn's back as her prepared to pull free from the floor. Confused, Osborn started struggling. He got his hands free, but his physique was too large to reach where Peter clung, to the back of his neck.

Thinking fast, Peter wrapped his arms around the goblin's neck. He had just enough room to make the gesture that triggered the web-shooter in his right hand. The adhesive did it's job, and a webline was stuck to Peter's other hand. Peter pulled hard on the web, causing the goblin's throat to be uncomfortably yanked out of alignment with his neck. "Ghyahk!" Osborn grunted in protest, even as he struggled to reach Peter, still clinging to the back of his thick neck. Peter tugged as hard as he could on Both weblines, constricting the noose around Osborn's neck. "Hhrhnn..." He was choking Osborn to death. With his air cut off, Osborn's struggling became even more frantic for awhile. Peter stretched both of his arms outwards and behind him as far as they would go, and straightened his legs with every ounce of his strength to further tighten the web.

Osborn's movements began to become sluggish. He couldn't speak, or even make any sounds at this point. Gradually, his skin began to take on pinker tones, and the scales shrunk until they had completely receded into his skin. His horns did the same, and Norman Osborn was there again. Only now, he was dead.

Peter didn't say anything. He just got up and stood there, staring at the corpse of the man who had murdered his aunt, the webline now loose around its shrunken neck. Peter's face betrayed no emotion as he observed the expression of abject horror frozen on Osborn's face.

He wasn't sorry. Osborn got what he deserved. All of the people he had killed. All the lives he had destroyed. But most of all...Aunt May. She was gone now. And looking at the corpse in front of him, Peter didn't feel any better. In his rage, Peter never realized that revenge wouldn't do anything to bring back the woman who had raised him. This was his worst nightmare. "Damn you...Osborn..." With one last curse, he turned away from the corpse, and made his way into the kitchen.

It had been his intention to bury Aunt May's remains, to at least give some dignity to her grisly death. But even that had been taken from him by Osborn. As he opened the fridge the light from it grew brighter, and he could see the goblin's handiwork in full.

Shreds. All he saw were shreds of her...Nothing he could see was recognizable to him. It was like Osborn had gone out of his way to ensure that nothing that was left of her could be identified as human. Peter felt a renewed hatred for the..._thing_...he had killed in the living room. Was Peter really so bad, then. Was he really such a villain for slaying such a monster? He doubted it.

He reached up to feel his face, and found that it was slick with tears. He wasn't sure when he had started crying. Maybe it had been when Osborn had shown him what he had done. Maybe it was when he had first seen the bloodstains on the sheet, and already knew what had happened. He didn't know. He let his arms fall limp to his side. There...was nothing for him here. A dead body and the ruined tatters of everything he held dear. Peter headed out to the garage, for a moment. He came back with a canister of kerosene that Uncle Ben had kept around when he still used the garage as a toolshed. Peter uncorked the lid and started spreading the flammable liquid all around the ground floor. He took extra care to dilute the pile of blood near the refrigerator, and only stopped when it became more brownish than red. When he had doused everything from there and the entire living room, he poured out all that was left on Osborn's wretched corpse. "...You deserved worse than you got, Norman..." He said simply. He took out a match he had taken with him from the garage, and swiped it against the packet's back.

A tiny flame erupted on the miniscule stick, no bigger than a toothpick. It danced there, as Peter just stood there for awhile and stared at it. Such a small thing. Something this small could change lives, and bring down the mightiest of structures. It reminded him of how easily everything had come tumbling down on him. Of how easily Osborn had taken his whole world out from under him with a few swipes of his infernal claws.

He let it fall. Time seemed to stand still for a moment, and the match dived to the ground in slow motion. Then it hit, and all the kerosene burst into flames. Peter ran outside the house, with nothing on but his red and blue costume to keep him warm in the freezing autumn night. He didn't look back to the house, with all of the smoke billowing from windows and the open door. He couldn't bare too. Whatever happened, his life there had been over as soon as Osborn had murdered Aunt May. He could never go back, one way or the other.

Peter didn't know how long he ran, but it must have been for miles, at least. He didn't register where he was, if he was even in Queens anymore. His sprint here had been a blur. He had run as if being chased by something, with no real purpose or destination save escape. But now, fatigue was finally catching up to him. All of the days trials had piled up, and still didn't compare to the world-shattering events that had awaited him at his home. His Aunt was dead, and no matter how he would've preferred to describe Osborn, he had murdered a human being that night.

Sanctuary, that was what he needed. Somewhere to rest...and to think. About what he could do now. Where he would go...who he could turn to. He wandered the streets of whatever borough he had wandered to, and eventually found what he was looking for. Everything was still a haze to him, as if tonight was all just one incredibly lucid dream. Now that Osborn was dead, Peter's rage had fizzled itself out, and he was left with the stark realities he would have to face. But now he needed rest. He focused on that, and clinged to it like a lifeline. As long as he had goals...a purpose to focus on, he could try to forget about what happened. At least for a little while.

He had stumbled onto a church, dimly lit and not a soul in sight. He wondered what God would think about what had happened tonight. Was it really murder, to kill the _monster_ that had shredded your beloved family into pieces? Perhaps not, but there are those who would disagree. Whatever the case, the building suited Peter's purposes. He needed a place of quiet reflection. Somewhere to be alone with his thoughts and memories for a while. A church seemed like the obvious choice, really.

The church was a magnificent place. Stained glass windows let in the moonlight, and beautiful paintings and decorations adorned the walls. The alter was an impressive piece, with golden inworkings and bouqets of candles. Up above the alter was a small alcove, higher than the rafters that supported the roof. Peter jumped with superhuman might, eager to find somewhere isolated to collapse.

He found it. Making his way inside the alcove, he found himself in a loft, separated and hidden from the view of the rest of the church. He could be alone here, undisturbed, for as long as he wished. It appeared to be used for storage, and he found all manner of religious paraphernalia gathering dust. Finding some embroidered curtains folded neatly on top of a stack of books, he spread it out on the ground, and fell down upon it. He just wanted to sleep. He waited just a few moments, and the darkness took him. Perhaps in the morning he would figure things out, but for now... he rests.

Dark dreams had plagued him that night. Shadows of a goblin that spat fire and blood. His friends and family dead at the monster's feet. It was unsurprising after the events of the previous night, but he still woke up screaming and in a cold sweat. At first he had wanted to believe that everything had been a dream, that he would wake up in his basement after a long night of tinkering with his webshooters, and Aunt May would already be up making pancakes and eggs for breakfast.

But last night _had _happened. Whether he wanted to deal with it or not, there was no escaping that fact. He had to realize that there was nothing he could do to change what had happened, but he just kept reminding himself that this wasn't the first time he had lost someone important to him because of his own failure. If he had killed Osborn sooner…If he had never gotten on his radar in the first place, dressing up in this ridiculous costume, he might still have a family. A home to call his own. Just like when his uncle was murdered by a criminal he had let walk free out of his own selfish resentment, this was all on him. His failure.

But wouldn't it be wrong to blame himself entirely. These…creatures he always pitted himself against. They had made choices as well. Even Osborn had made the _choice_ to become what he was, unlike Peter who had it forced on him. Their own desires were what had motivated them, from greed, accomplishment, renown, it made no difference. They wanted something, and decided to use the power of science to take it for themselves at the expense of others. Peter's case was far from unique in terms of Osborn destroying someone's life to fuel his own ego. He was sure of that.

He just sat there for a long time, in that dusty loft above the church. For what seemed like hours he just sat there. He stared straight ahead with eyes that didn't really see anything. Everything was over. Osborn had destroyed everything. But he had killed Osborn. Murdered him and burned down the house. He wasn't any matter now. He was dead and burned. The question is, _what now? _

After what seemed like hours, he heard the organ playing down in the church balcony. The wood that floored the loft rumbled with the sounds of praise to God and pious noise that came from down below. Peter tried to cover his ears with his hands, but he could still hear it. He grit his teeth in distaste as he considered the significance of the music. God had allowed everything to happen to him, abandoned him. He couldn't count on God for anything at all, it seems. Glaring in distate and resentment, he got up from his reverie and stood.

He looked out the clear glass window that overlooked the street below. From here, he doubted that anyone on their way to morning mass could see him. All of those happy people, on their way to church to thank their lord for how wonderful their lives were. Everything going their way without a care in the world.

He found himself disgusted by them. Why should they be happy, how did they earn it? Did they work harder than he did? Were they smarter than him? Had they defended themselves better than he had? Of course not! He had fought to protect all of them. The Rhino, Tombstone, the Kingpin, _Osborn_. He had fought all of them, not for personal gain or renown, but to protect _them_. And look at them now. Look at how ungrateful they were. It wasn't just the _Bugle_. Aunt May was dead and they were just waltzing down the street on their way to church as if _nothing was wrong_.

Well if that's how it is, then he was _done_. For good this time. No more battles for ungrateful lemmings who believed everything Jameson told them. No more disgusting cretins who weren't worth the effort to save in the first place. No more hero for them. No more Spider-Man.

Eight months had passed since that day. He had left New York in the first two, and taken his leave of the Americas entirely during the next. He had wandered the European continent for awhile after that, and as best as he could tell found his way to Eastern Europe. From there, he booked passage on a ship. He wasn't sure to where. But it would seem that fate still held him in disfavor for whatever reason, because a storm had broken out the very night after they had embarked for wherever they were going.

He remembered how the lightning had struck the ship and fried the captain instantaneously. He had been dead before he hit the deck. Waves came and overturned the little boat and shouts in a dozen foreign languages filled the air along with the howling winds and the deluge of rain. There were no lifeboats on such a small vessel, and he could recognize a few of the people who had fallen into the ocean with him. He paid them no heed.

With his superhuman strength, he swam through the water like a bullet and sped towards the surface. He could've held his breath for longer and saved a few of the drowning people, but what would be the point? He watched as they struggled in vain towards the surface in a desperate attempt to reach salvation. He could even see a few reaching out to him for help. Still, he continued on his own way after one last look back. Why should he save them? They had been too weak to save themselves, while he could easily reach the surface with breath to spare. What had they done to earn their lives? They were here, without a penny to their name on one last boat-ride to greener pastures, and been struck down on the way by some cruel twist of fate. Nature had determined that they were unfit for survival, and he had decided long ago that nature was a better judge than himself. Justice and Responsibility had demanded that not only should that monster Osborn live to face a "fair trial", but also that Peter should himself make sacrifices in order to ensure that justice would be done. Nature would have killed Osborn the moment Peter had beaten him the first time. If he had done that, Peter would have everything and Osborn would have had nothing. As it was, Osborn still died with the last laugh. The thought made Peter grit his teeth in rage and frustration.

He broke the surface of the waves and gasped for a few precious breathes of air before being submerged again by the sheer violence of the storm. But he was stronger than the waves! Nature had decreed him as such. As the drowning prey died below the harsh sea, he alone would live through this. He was stronger than them, and so would weather the storm. He grasped onto a piece of flotsam, some wood from the side of the ship. He stuck to it as if making use of adhesive, but his own power was truly at work. He grinned savagely as he maintained his balance above the ways, glaring smugly at the storm clouds even as his eyes were pelted with the constant, relentless rain. Although he saw only darkness, he still yelled out, screaming at the top of his lungs over the waves and wind.

"Can you see me?! Do you hear me, damn you?! I'm here! I'm _alive! _You can't kill me with this! You couldn't kill me with the _Rhino!_ You couldn't kill me with the _hulk!_ You couldn't kill me with _Osborn!_ What makes you think you can kill me with _this?!_ I've been through a lot worse than some damned _storm!_"

And the heavens seemed to take that as a challenge. Lightning fell like rain and the rain was like sand in a desert storm. There must have been millions of gallons of water cascading from the air and into the sea. The thunder was deafening, even over the crashing waves that buffeted Peter and his makeshift life raft. A bolt of lightning came from the sky and struck Peter's raft, and the wood broke off into two pieces. He was forced to let go or be pulled in twain. Such was the force of the crashing waves.

Just as he resolved to find himself another piece to grab onto, he saw a sight that struck terror even into _his_ hardened heart. A wave larger than any he had ever seen before. It stretched farther up than across, but it was the same height as some of the tallest buildings back in New York. He could almost see his life flashing before his eyes as the titanic wave barreled down on him. It seemed as though even his natural might was no match for the power of the sea.

Just as he finished that thought, he felt ten thousand gallons of sea water crash down upon him. Pain filled him as he was sure he had broken every bone in his body and the breathe was knocked right out of him. He blacked out before he could finish another thought.


End file.
